VENLO, the Netherlands & SILVER SPRING, Md.--(BUSINESS WIRE)--Vistaprint N.V. (Nasdaq: VPRT), a leading online provider of
professional marketing products and services to micro businesses, and
Webs, Inc., the popular, do-it-yourself suite of websites, Facebook
Pages and mobile presence solutions for small businesses, today
announced the companies have entered into a definitive agreement in
which Vistaprint will acquire Webs for $117.5 million payable at
closing. The consideration will be paid through a combination of cash
and restricted shares. This acquisition is in line with Vistaprint’s
recently announced strategy to be more proactive in its evaluation of
acquisition opportunities that will help lay foundations for future
growth.

More and more micro businesses are adding digital channels into their
overall marketing mix and looking for simple, do-it-yourself solutions.
Webs has served over 40 million customers globally since inception in
2001, with millions of active users and over 100,000 paying subscribers.
Over 20,000 new users register daily for Webs’ suite of products. The
company currently monetizes its offerings primarily by providing premium
products for which customers pay subscription charges. Calendar year
2011 revenues are forecast to be approximately $9 million. Webs is based
in Maryland (USA) and employs approximately 50 full-time employees.

“Webs’ suite of products delivers incredible value to micro businesses,
helping them to look professional online in order to grow their
business,” said Robert Keane, chief executive officer of Vistaprint.
“Vistaprint is already successfully delivering digital marketing
services to our customer base, with hundreds of thousands of active
registered customers and over $50 million in digital subscription
revenues last fiscal year. Webs complements this success with a business
model based primarily on free products that has achieved impressive
customer reach. They are serving millions of users who are exactly the
types of micro businesses that Vistaprint targets. The value of this
transaction lies primarily in three areas: an increased ability to serve
customers via the integration of physical and digital small business
identity and marketing, the addition of impressive talent who have an
innovative and customer-centric approach to product development, and
plans to monetize our mutual customer bases over the long-term via the
sale of physical products and premium digital marketing subscriptions.”

Vistaprint has been at the forefront of providing affordable, customized
identity and marketing products to micro businesses for over a decade
and its iconic free business card offer has been instrumental in driving
its growth. Webs’ free website and free custom Facebook Page offerings
have created a similar customer acquisition dynamic in digital marketing
services.

This acquisition combines Vistaprint’s strengths in marketing,
geographic reach, service operations, manufacturing, and capabilities
development with Webs’ agile approach to product development that
delivers innovative, customer-focused online marketing solutions.

“We are thrilled about joining the Vistaprint family, as the synergies
between our two companies could not be more clear,” said Webs Chief
Executive Officer Haroon Mokhtarzada. “Our companies share a common
vision for the future of micro business marketing, and bring
complementary products and competencies to the table. We believe Webs
will flourish as a part of Vistaprint, providing significant value to
both our customers and our employees. Together, we imagine a future in
which a micro business will market itself through seamlessly integrated
digital and physical marketing media with significant cross-over
potential. The business opportunity for us as the market continues to
evolve is incredibly compelling and exciting.”

Webs’ innovative digital marketing solutions are:

Webs.com - the world’s most popular do-it-yourself solution to create
a free website. Webs enables micro businesses and entrepreneurs to
easily design a great looking, mobile-optimized website to project a
professional image at no cost. Premium upgrades include personalized
domain names, customer support, email addresses, and enhanced web and
video storage.

Pagemodo.com – a tool for small businesses to quickly design and
publish an eye-catching business Facebook Page for free, without any
design or technical skills. Pagemodo provides a wide variety of
customizable templates with easy-to-add paid features like videos,
contact forms, and maps, plus powerful social media tools like fan
coupons and “like” gates. Since Pagemodo’s launch in 2010, over
615,000 small businesses have signed up to publish custom Facebook
pages that reach over 10 million Facebook users per month.

Subject to satisfaction of customary closing conditions, Vistaprint will
acquire Webs for approximately $100.0 million in cash and $17.5 million
in restricted shares subject to continued employment of the founding
shareholders. In addition, Webs management and employees will join the
Vistaprint team, and will continue to operate under the Webs brands. The
transaction is expected to be completed within one month, and the
consideration is subject to customary closing adjustments.

Vistaprint expects this transaction to be dilutive to its GAAP earnings
per share through fiscal 2014 due to the expectation that we will incur
significant costs for amortization of acquisition-related intangible
assets, tax charges related to the alignment of intellectual property
with global operations, and the treatment of the restricted share
portion of the consideration as compensation expense. Vistaprint expects
this transaction to be dilutive to non-GAAP earnings per share in fiscal
2012 and 2013, but accretive to non-GAAP earnings per share in fiscal
2014. Non-GAAP earnings per share excludes share based compensation,
amortization of acquisition-related intangibles, and tax charges related
to the alignment of intellectual property with global operations.
Vistaprint will provide updated detailed guidance with its second
quarter fiscal 2012 earnings announcement in January, subject to the
transaction close.

Vistaprint has posted additional information about the transaction,
including a presentation with our preliminary estimates for the
financial impact of this transaction, on the Investor Relations section
of its website at ir.vistaprint.com. At 8:30 a.m. ET today the company
will host a live Q&A conference call with management, which will be
available via web cast on the Investor Relations section of www.vistaprint.com
and via dial-in at (866) 783-2138, access code 17051872. A replay of the
Q&A session will be available on the company’s website following the
call on December 19, 2011.

About Vistaprint

Vistaprint N.V. (Nasdaq:VPRT) empowers more than 11 million micro
businesses and consumers annually with affordable, professional options
to make an impression. With a unique business model supported by
proprietary technologies, high-volume production facilities, and direct
marketing expertise, Vistaprint offers a wide variety of products and
services that micro businesses can use to expand their business. A
global company, Vistaprint employs over 3,100 people, operates 25
localized websites globally and ships to more than 130 countries around
the world. Vistaprint's broad range of products and services are easy to
access online, 24 hours a day at www.vistaprint.com.

About Webs, Inc.

Webs (www.webs.com)
is the world’s most popular do-it-yourself solution to create a free
website, having served over 40 million users. Webs enables small
businesses and entrepreneurs to easily make a great-looking website and
project a professional image. The Webs family of products—including
Webs, ContactMe, and Pagemodo—provide small businesses with simple and
cost-effective ways to launch and grow their companies across web,
social, and mobile platforms. Founded in 2001 by the Mokhtarzada
brothers, Webs is funded by Novak Biddle Venture Partners and Columbia
Capital.

Vistaprint and the Vistaprint logo are trademarks of Vistaprint N.V. or
its subsidiaries. All other brand and product names appearing on this
announcement may be trademarks or registered trademarks of their
respective holders.

This press release contains statements about our future expectations,
plans and prospects of our business that constitute forward-looking
statements for purposes of the safe harbor provisions under the Private
Securities Litigation Reform Act of 1995, including but not limited to
the closing of Vistaprint’s acquisition of Webs and the effect of the
acquisition on Vistaprint’s financial results and both companies’
businesses. Actual results may differ materially from those indicated by
these forward-looking statements. If either company fails to satisfy the
conditions to the closing of the transaction, then the acquisition may
be delayed or may not close at all. In addition, the acquisition may
fail to meet the companies’ business and financial expectations if,
among other factors, the companies fail to retain their current
customers and attract new customers, the companies are unsuccessful at
cross-selling their products and services to each other’s customers, the
companies fail to develop new and enhanced products and services, the
market for digital marketing services fails to grow and develop, the
companies fail to anticipate or adapt their products and services to
accommodate changes in the technologies or social media platforms on
which their products and services depend, key employees of Vistaprint or
Webs leave the company, Vistaprint fails to make planned investments in
its or Webs’ business or those investments do not have the anticipated
effects on Vistaprint’s or Webs’ business, competitors succeed in taking
sales away from the companies’ products and services, the integration of
Webs’ systems and operations is more costly than anticipated, or there
are unfavorable changes in general economic conditions. You can also
find other factors described in our Form 10-Q for the fiscal quarter
ended September 30, 2011 and the other documents we periodically file
with the U.S. Securities and Exchange Commission.

In addition, the statements and projections in this press release
represent our expectations and beliefs as of the date of this press
release. We anticipate that subsequent events and developments may cause
these expectations, beliefs and projections to change. We specifically
disclaim any obligation to update any forward-looking statements. These
forward-looking statements should not be relied upon as representing our
expectations or beliefs as of any date subsequent to the date of this
press release.